Common use of Indemnity by the Company Clause in Contracts

Indemnity by the Company. The Company shall (i) indemnify and hold harmless the Purchaser and each person who controls the Purchaser, within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities ("Losses"), to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. The Company shall (i) indemnify agrees to indemnify, save and hold harmless each Arranger, each Issuing Bank, the Purchaser Administrative Agent, the Syndication Agent and each person who controls Bank and their respective Related Parties (collectively the Purchaser, within the meaning of Section 15 of the Securities Act, against “Indemnitees”) from and against: (a) any losses, and all claims, damages demands, actions or liabilities ("Losses")causes of action asserted by any third party or by the Company or any Borrower if the claim, to which each such indemnified party may become subjectdemand, under the Securities Act action or otherwise, insofar as such Losses (or actions in respect thereof) arise cause of action arises out of or are based upon any untrue statement relates to the Commitment, the use or alleged untrue statement contemplated use of proceeds of any material fact contained in the Registration Statement or ProspectusAdvance, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current)drawing under any Letter of Credit, any transaction contemplated by this Agreement, or any document filed under a state securities relationship or blue sky law relationship alleged to exist by any Borrower, its Affiliates or any other third party of any Indemnitee to any Borrower related to this Agreement; (collectively, "Registration Documents"b) any administrative or insofar as investigative proceeding by any Losses (or actions in respect thereof) arise Governmental Agency arising out of or are based upon related to a claim, demand, action or cause of action described in clause (a) of this Section 13.12; and (c) any and all liabilities, losses, costs or expenses (including reasonable attorneys’ fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the omission assertion of any foregoing claim, demand, action or alleged omission cause of action; provided that no Indemnitee shall be entitled to state in indemnification for any Registration Document a material fact required to be stated therein loss caused by its own gross negligence or necessary to make the statements made therein (in the case willful misconduct as determined by final, nonappealable judgment of a prospectuscourt of competent jurisdiction. If any claim, in the light demand, action or cause of the circumstances under which they were made)action is asserted against any Indemnitee, not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of Indemnitee shall promptly notify the Company; provided, however, that but the failure to so promptly notify the Company shall not affect the Company’s obligations under this Section 13.12 unless such failure materially prejudices the Company’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Company in writing, such Indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Company to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which the Company may be liable for payment of indemnity hereunder shall give the Company written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Company’s prior written consent. In connection with any Losses arising out claim, demand, action or cause of or based upon any untrue statement or omission made in any Registration Document in reliance upon action covered by this Section 13.12 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel selected by the Indemnitees and in conformity with written information furnished reasonably acceptable to the Company Company; provided that, if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each Indemnitee shall be entitled to separate representation by or on behalf legal counsel selected by that Indemnitee and reasonably acceptable to the Company, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of any Purchaser expressly effort by counsel for use in all Indemnitees; provided further that the preparation amount of the Registration Document; and provided, further, that legal fees to be reimbursed by the Company shall not be liable limited to a particular indemnified party an amount reasonably determined following consultation among the Company, the Administrative Agent, the Banks and their respective legal counsel, to be equal to the amount that would have been expended if the Indemnitees have been represented by one counsel. Any obligation or liability of the Company to any Indemnitee under this Section 13.12 shall survive the expiration or termination of this Agreement and the repayment of all Advances and the payment and performance of all other Obligations owed to the Banks. In the case of an investigation, litigation or other proceeding to which the indemnity agreement in this Section 5(a) with respect to 13.12 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the ProspectusCompany, as amended its directors, equityholders or supplementedcreditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. This Section 13.12 shall not apply to the extent that the Loss arises losses, claims, demands, actions, causes of action, damages, liabilities or expenses relate to any Taxes (including withholding Taxes and Other Taxes) for which there may be an indemnification, reimbursement or other payment obligation imposed on the Company or any other Borrower pursuant to any other provision of this Agreement (including, without limitation, Sections 3.8 and 3.12). No party hereto or any Indemnitee shall be liable for any damages arising from the sale use by unintended recipients of any shares of Registrable Stock information or other materials distributed by such indemnified party to it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the person asserting Loss and to which there was not sent other Loan Documents or given, within the time required by the Securities Act, a copy of the Prospectus as then amended transactions contemplated hereby or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuethereby.

Indemnity by the Company. The Subject to the provisions of Section 11.4, the Company shall (i) indemnify and hold harmless the Purchaser and each person any Person who controls the Purchaserwas or is a party or is threatened to be made a party to any threatened, within the meaning of Section 15 pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the Securities Actfact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, claimsdamages, damages judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or liabilities defending the foregoing) ("Losses"), including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of any action or are based upon any untrue statement inaction by such Indemnified Person or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made“Indemnifiable Losses”), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the prior written consent best interests of the CompanyCompany and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, however, that the Company shall not be liable for any Losses arising out of have no obligation to indemnify or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, defend hereunder to the extent that the Loss such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the sale part of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issueIndemnified Person.

Indemnity by the Company. The If the Company shall (i) registers any Registrable Securities held by the Holder under the Securities Act pursuant to Section 4 or Section 5, the Company will indemnify and hold harmless the Purchaser Holder, and each other person, if any, who controls the Holder, and each underwriter, if any, and each person who controls the Purchaser, any underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities ("Losses")liabilities, joint or several, to which each the Holder, the underwriter, if any, or such indemnified party controlling persons may become subject, subject under the Securities Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Registration Statement Securities Act, any preliminary prospectus or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current)final prospectus contained therein, or any document filed under a state securities amendment or blue sky law (collectivelysupplement thereof, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and (ii) reimburse each indemnified party for all legal relating to action or other expenses reasonably incurred by it inaction required of the Company in connection with investigating or defending any such Losses registration, and will reimburse the Holder and the underwriter, their respective officers, directors and partners, and each person controlling the Holder and the underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or actionssettling any such claim, including any amounts paid in settlement of any litigationloss, commenced damage, liability or threatenedaction, if such settlement is effected with the prior written consent of the Company; provided, however, provided that the Company shall will not be liable for in any Losses arising such case to the extent that any such claim, loss, damage or liability arises out of or is based upon on any untrue statement or omission made in any Registration Document in reliance based upon and in conformity with written information furnished to the Company by an instrument duly executed by the Holder or on behalf of any Purchaser expressly the underwriter specifically for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuetherein.

Indemnity by the Company. The Company shall (i) will indemnify and hold harmless harmless, to the Purchaser fullest extent permitted by law (including the Act), any Shareholder and any underwriter for such Shareholder, and each person person, if any, who controls the PurchaserShareholder or such underwriter, within the meaning of Section 15 of the Securities Act, from and against any and all losses, damages, claims, damages liabilities, joint or liabilities several, costs and expenses ("Losses"), including any amounts paid in any settlement effected with the Company’s consent) to which each the Shareholder or any such indemnified party underwriter or controlling person may become subject, subject under the Securities Act applicable law or otherwise, insofar as such Losses losses, damages, claims, liabilities (or actions or proceedings in respect thereof) ), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement registration statement or Prospectusincluded in the prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current)supplemented, or any document filed under a state securities or blue sky law (collectively, "Registration Documents"ii) or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectustherein, in the light of the circumstances under in which they were are made), not misleading, and (ii) the Company will reimburse the Shareholder, such underwriter and each indemnified party such controlling person of the Shareholder or the underwriter, promptly upon demand, for all any reasonable legal or any other expenses reasonably incurred by it them in connection with investigating investigating, preparing to defend or defending any against or appearing as a third-party witness in connection with such Losses loss, claim, damage, liability, action or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Companyproceeding; provided, however, that the Company shall will not be liable for to any Losses arising such Shareholder, underwriter or controlling person in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based solely upon any an untrue statement or alleged untrue statement or omission or alleged omission so made in any Registration Document in reliance upon and in conformity with written information furnished in writing by such Shareholder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to the Company by or on behalf relieve any underwriter of any Purchaser expressly for use in the preparation of the Registration Documentits due diligence obligations; and provided, further, that the Company indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be liable to a particular indemnified party under the unreasonably withheld. Such indemnity agreement shall remain in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale full force and effect regardless of any shares investigation made by or on behalf of Registrable Stock by the selling Shareholder, the underwriter or any controlling person of the selling Shareholder or the underwriter, and regardless of any sale in connection with such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required offering by the Securities Act, selling Shareholder. Such indemnity shall survive the transfer of securities by a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issueselling Shareholder.

Indemnity by the Company. The Company shall (i) indemnify and hold harmless the each Purchaser and each person who controls the such Purchaser, within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities ("Losses"), to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. The Company shall (i) indemnify agrees to indemnify, defend and hold harmless the Purchaser each Underwriter and each any person who controls the Purchaser, any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any lossesloss, claimsexpense, damages liability, damage or liabilities claim ("Losses")including the reasonable cost of investigation) which, to which each jointly or severally, any such indemnified party Underwriter or controlling person may become subject, incur under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (loss, expense, liability, damage or actions in respect thereof) arise claim arises out of or are is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the Registration Statement or Prospectusmarketing of the Shares, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement including, without limitation, slides, videos, films and Prospectus current)tape recordings; except, or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made(iii), not misleading, (v) and (iivi) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending above only, insofar as any such Losses loss, expense, liability, damage or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising claim arises out of or is based upon any untrue statement or alleged untrue statement or omission made or alleged omission of a material fact contained in any Registration Document in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company by or on behalf of any Purchaser expressly for use in the preparation of the such Registration Document; and providedStatement, further, that the Company shall not be liable to a particular indemnified party under the Prospectus or Application. The indemnity agreement set forth in this Section 5(a) with respect 5.1 shall be in addition to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to liability which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuemay otherwise have.

Indemnity by the Company. The If the Company shall (i) registers any --------------------------- Registrable Securities held by a Holder under the Securities Act pursuant to Section 1, the Company will indemnify and hold harmless BMO, the Purchaser Holder, and each other person, if any, who controls the Holder, and each underwriter, if any, and each person who controls the Purchaser, any underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities ("Losses")liabilities, joint or several, to which each BMO, the Holder, the underwriter, if any, or such indemnified party controlling persons may become subject, subject under the Securities Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Registration Statement Securities Act, any preliminary prospectus or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current)final prospectus contained therein, or any document filed under a state securities amendment or blue sky law (collectivelysupplement thereof, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and (ii) reimburse each indemnified party for all legal relating to action or other expenses reasonably incurred by it inaction required of the Company in connection with investigating or defending any such Losses registration, and will reimburse BMO, the Holder and the underwriter, their respective officers, directors and partners, and each person controlling the Holder and the underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or actionssettling any such claim, including any amounts paid in settlement of any litigationloss, commenced damage, liability or threatenedaction, if such settlement is effected with the prior written consent of the Company; provided, however, provided that the Company shall will not be liable for in any Losses arising such case to the extent that any such claim, loss, damage or liability arises out of or is based upon on any untrue statement or omission made in any Registration Document in reliance based upon and in conformity with written information furnished to the Company by BMO, the Holder or on behalf of any Purchaser expressly the underwriter specifically for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuetherein.

Indemnity by the Company. The Without limitation of any other indemnity provided to any Holder, to the extent permitted by law, the Company shall (i) will indemnify and hold harmless each Holder, the Purchaser Affiliates, officers, directors and partners of each Holder, any underwriter (as defined in the Securities Act), and each person Person, if any, who controls the Purchaser, such Holder or underwriter (within the meaning of Section 15 of the Securities Act or the Exchange Act), against any losses, claims, damages damages, liabilities and expenses (joint or liabilities ("Losses"), several) to which each such indemnified party they may become subject, subject under the Securities Act, the Exchange Act or otherwiseany other federal or state law, as and when incurred, insofar as such Losses losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of any a material fact contained in a registration statement (including any preliminary Prospectus or final Prospectus contained therein or any amendments or supplements thereto or any “issuer free writing prospectus” (as defined in Rule 433 under the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus currentSecurities Act) related thereto), or any document filed under a state securities or blue sky law (collectively, "Registration Documents"ii) or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectustherein, in the light of the circumstances under which they were made), not misleadingmisleading or (iii) any other violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and (ii) the Company will reimburse each indemnified party such Holder, Affiliate, officer, director, partner, underwriter or controlling person for all any reasonable legal or other expenses reasonably incurred by it them in connection with investigating or defending any such Losses loss, claim, damage, liability, expense or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Companyaction; provided, however, that the Company shall not be liable to any Holder in any such case for any Losses arising such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon any untrue statement or omission made in any Registration Document a Violation which occurs (A) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly for use in the preparation of Offering registration statement or the Shelf Registration Document; and providedStatement or Prospectus by any such Holder or any officer, furtherdirector, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(apartner or controlling person thereof or (B) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party Holder’s failure to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, deliver a copy of the Offering registration statement or the Shelf Registration Statement or Prospectus as then amended or supplemented, if any amendments or supplements thereto after the Company has previously furnished such Holder with a sufficient number of copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected of the misstatement or omission at issuesame.

Indemnity by the Company. The Subject to the provisions of Section 11.4, the Company shall (i) indemnify and hold harmless the Purchaser and each person any Person who controls the Purchaserwas or is a party or is threatened to be made a party to any threatened, within the meaning of Section 15 pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the Securities Actfact that such Person is or was a Member, Officer, director, Managing Member, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, claimsdamages, damages judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or liabilities defending the foregoing) ("Losses"), including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of any action or are based upon any untrue statement inaction by such Indemnified Person or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made“Indemnifiable Losses”), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the prior written consent best interests of the CompanyCompany and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, however, that the Company shall not be liable for any Losses arising out of have no obligation to indemnify or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, defend hereunder to the extent that the Loss such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the sale part of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issueIndemnified Person.

Indemnity by the Company. The Company shall (i) indemnify agrees to indemnify, defend and hold harmless the Purchaser each Underwriter and each any person who controls the Purchaser, any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any lossesloss, claimsexpense, damages liability, damage or liabilities claim ("Losses")including the reasonable cost of investigation) which, to which each jointly or severally, any such indemnified party Underwriter or controlling person may become subject, incur under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (loss, expense, liability, damage or actions in respect thereof) arise claim arises out of or are is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Permitted Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the Registration Statement or Prospectusmarketing of the Shares, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement including, without limitation, slides, videos, films and Prospectus current)tape recordings; except, or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made(iii), not misleading, (v) and (iivi) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending above only, insofar as any such Losses loss, expense, liability, damage or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising claim arises out of or is based upon any untrue statement or alleged untrue statement or omission made or alleged omission of a material fact contained in any Registration Document in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company by or on behalf of any Purchaser expressly for use in the preparation of the such Registration Document; and providedStatement, further, that the Company shall not be liable to a particular indemnified party under the Prospectus or Application. The indemnity agreement set forth in this Section 5(a) with respect 5.1 shall be in addition to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to liability which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuemay otherwise have.

Indemnity by the Company. The Company shall indemnify, to the fullest extent permitted by Maryland law, as applicable from time to time, Executive, his heirs, successors and assigns, LG Trust and the Cavexxxxx Xxxily Trust against any judgments, penalties, fines, settlements and reasonable expenses and any other liabilities arising in connection with any action, suit, or proceeding (iwhether civil, criminal, administrative or investigative) indemnify and hold harmless the Purchaser and each in which such person who controls the Purchaseris or was made a party to, within the meaning or is threatened to be made a party to, or is or was involved in because of Section 15 any action alleged to have been taken or omitted in by Executive in his capacity as a director or officer or agent of the Securities ActCompany or any of its affiliates or subsidiaries (for whatever reason, against any including without limitation, insurance claims, litigation, casualty losses, director's and officer's liability, or securities laws), and the Company shall pay or reimburse all reasonable expenses incurred by such person in connection with any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) in which such person is a party because of any action alleged to have been taken or omitted by Executive in his capacity as a director or officer or agent of the Company or any of its affiliates or subsidiaries (for whatever reason, including without limitation, insurance claims, damages litigation, casualty losses, director's and officer's liability, or liabilities securities laws), in advance of the final disposition of the proceeding, to the fullest extent permitted by, and in accordance with the applicable requirements of, Maryland law, as applicable from time to time, in each case, other than in connection with fraud or a criminal act by Executive. In addition, the Company irrevocably and unconditionally releases and discharges Executive, his heirs, successors and assigns, LG Trust and the Cavexxxxx Xxxily Trust (separately and collectively "LossesExecutive Released Parties"), to which each such indemnified party may become subjectjointly and individually, under the Securities Act or otherwisefrom any and all claims, insofar as such Losses (or actions in respect thereof) arise out obligations, demands, damages, and causes of or are based upon any untrue statement or alleged untrue statement action of any material fact contained in nature or kind whatsoever, known or unknown, which the Registration Statement Company, its affiliates, related companies or Prospectusentities, successors and assigns have or may have against the Executive Released Parties based upon, relating to, or arising from the any action taken by Executive by and within the scope of his authority as amended a officer, director, employee or supplemented if other agent of the Company has furnished or any supplements of its subsidiaries or amendments thereto (if used affiliates during the period of his employment with the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it than in connection with investigating fraud or defending a criminal act by Executive). It being understood that the foregoing release will not release Executive, his heirs, successors and assigns, LG Trust and the Cavexxxxx Xxxily Trust from any such Losses current or actions, including any amounts paid in settlement future obligation under the terms of any litigationwritten agreement that survives the execution of this Agreement to which such person is bound or has enter other than by and within the scope of Executive's authority as an officer, commenced director, employee or threatened, if such settlement is effected with the prior written consent other agent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. The If the Company shall (i) registers any Restricted Securities pursuant to Section 4, the Company will indemnify and hold harmless the Purchaser each Holder, and each person other person, if any, who controls the Purchaser, within the meaning of Section 15 of the Securities Acteach Holder, against any losses, claims, damages or liabilities ("Losses")liabilities, joint or several, to which each Holder, or such indemnified party controlling persons may become subject, subject under the Securities Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement statement) of any material fact contained in any registration statement under which such Restricted Securities were registered under the Registration Statement Securities Act, any preliminary prospectus or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current)final prospectus contained therein, or any document filed under a state securities amendment or blue sky law (collectivelysupplement thereof, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission (or alleged omission omission) to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and (ii) reimburse each indemnified party for all legal relating to action or other expenses reasonably incurred by it inaction required of the Company in connection with investigating or defending any such Losses registration, and will reimburse each Holder, its officers, directors and partners, and each person controlling each Holder, for any reasonable legal and any other expenses incurred in connection with investigating, defending or actionssettling any such claim, including any amounts paid in settlement of any litigationloss, commenced damage, liability or threatenedaction, if such settlement is effected with the prior written consent of the Company; provided, however, provided that the Company shall will not be liable for in any Losses arising such case to the extent that any such claim, loss, damage or liability arises out of or is based upon on any untrue statement or omission made in any Registration Document in reliance based upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly an instrument duly executed by each Holder specifically for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuetherein.

Indemnity by the Company. The Company shall (i) indemnify and hold harmless the Purchaser each Designated Holder, any officer, director, employee or agent of, and each person who controls controls, the PurchaserDesignated Holder, within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities ("Lossesliabilities,("Losses"), to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser PB expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. The If the Company shall (i) registers any Restricted Securities under the Securities Act pursuant to Section 4, the Company will indemnify and hold harmless the Purchaser Holders of such Restricted Securities thereunder, each underwriter of such Restricted Securities thereunder and each person other person, if any, who controls the Purchaser, any Holder or underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities ("Losses")liabilities, joint or several, to which each such indemnified party Holders, underwriter or controlling persons may become subject, subject under the Securities Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Securities were registered under the Registration Statement Securities Act, any preliminary prospectus or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current)final prospectus contained therein, or any document filed under a state securities amendment or blue sky law (collectivelysupplement thereof, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and (ii) reimburse each indemnified party for all legal relating to action or other expenses reasonably incurred by it inaction required of the Company in connection with investigating or defending any such Losses or actionsregistration, including and will reimburse the Holders, each of their respective officers, directors and partners, and each person controlling any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; providedHolders, howevereach such underwriter and each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, provided that the Company shall will not be liable for in any Losses arising such case to the extent that any such claim, loss, damage or liability arises out of or is based upon on any untrue statement or omission made in any Registration Document in reliance based upon and in conformity with written information furnished to the Company by an instrument duly executed by any of the Holders or on behalf of any Purchaser expressly underwriter specifically for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuetherein.

Indemnity by the Company. The If the Company shall (i) registers any --------------------------- Registrable Securities held by a Holder under the Securities Act pursuant to Section 1, the Company will indemnify and hold harmless BMO and its affiliates, the Purchaser Holder, and each other person, if any, who controls the Holder, and each underwriter, if any, and each person who controls the Purchaser, any underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities ("Losses")liabilities, joint or several, to which each BMO and its affiliates, the Holder, the underwriter, if any, or such indemnified party controlling persons may become subject, subject under the Securities Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Registration Statement Securities Act, any preliminary prospectus or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current)final prospectus contained therein, or any document filed under a state securities amendment or blue sky law (collectivelysupplement thereof, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and (ii) reimburse each indemnified party for all legal relating to action or other expenses reasonably incurred by it inaction required of the Company in connection with investigating or defending any such Losses registration, and will reimburse BMO and its affiliates, the Holder and the underwriter, their respective officers, directors and partners, and each person controlling the Holder and the underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or actionssettling any such claim, including any amounts paid in settlement of any litigationloss, commenced damage, liability or threatenedaction, if such settlement is effected with the prior written consent of the Company; provided, however, provided that the Company shall will not be liable for in any Losses arising such case to the extent that any such claim, loss, damage or liability arises out of or is based upon on any untrue statement or omission made in any Registration Document in reliance based upon and in conformity with written information furnished to the Company by BMO and its affiliates, the Holder or on behalf of any Purchaser expressly the underwriter specifically for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuetherein.

Indemnity by the Company. The Subject to the conditions set forth below, the Company shall (i) agrees to indemnify and hold harmless the Purchaser each Eligible Holder, its officers, directors, partners, employees, agents and counsel, and each person person, if any, who controls the Purchaser, any such person within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, from and against any lossesand all loss, claimsliability, damages charge, claim, damage and expense whatsoever (which shall include, for all purposes of this Article VII, without limitation, attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or liabilities ("Losses"defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which each such indemnified party may become subjectas and when incurred, under the Securities Act arising out of, based upon, or otherwise, insofar as such Losses in connection with (or actions in respect thereofi) arise out of or are based upon any untrue statement statement, or alleged untrue statement of any a material fact contained (A) in the Registration Statement any registration statement, preliminary prospectus or Prospectus, final prospectus (as from time to time amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus currentsupplemented), or any amendment or supplement thereto, relating to the sale of any of the Warrant Shares, or (B) in any application or other document or communication (in this Article VII collectively called an "application") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Warrant shares under a state the securities or blue sky law (collectively, "Registration Documents") laws thereof or insofar as filed with the Commission or any Losses (securities exchange; or actions in respect thereof) arise out of or are based upon the any omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any unless such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or based upon any untrue statement or omission was made in any Registration Document in reliance upon and in conformity with written information furnished to the Company Company, with respect to such Eligible Holder by or on behalf of any Purchaser such person expressly for use inclusion in any registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be, or (ii) any breach of any representation, warranty, covenant or agreement of the Company contained in the preparation Warrant Agreement. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Warrant Agreement. If any action is brought against any Eligible Holder or any of its officers, directors, partners, employees, agents or counsel, or any controlling persons of such person (an "indemnified party") in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the Registration Document; institution of such action (but the failure so to notify shall not relieve the Company from any liability other than pursuant to this Section 7.01) and providedthe Company shall promptly assume the defense of such action, furtherincluding the employment of counsel (reasonably satisfactory to such indemnified party or parties) and payment of expenses. Such indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Company shall have promptly employed counsel reasonably satisfactory to such indemnified party or parties to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company, and the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. Anything in this Article VII to the contrary notwithstanding, the Company shall not be liable to a particular for any settlement of any such claim or action effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of each indemnified party under the indemnity agreement that is not released as described in this Section 5(a) with respect sentence, settle or compromise any action, or permit a default or consent to the Prospectusentry of judgment in or otherwise seek to terminate any pending or threatened action, as amended in respect of which indemnity may be sought hereunder (whether or supplementednot any indemnified party is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from all liability in respect of such action. The Company agrees promptly to notify the extent that Eligible Holders of the Loss arises from commencement of any litigation or proceeding against the Company or any of its officers or directors in connection with the sale of any shares Warrant Shares or any preliminary prospectus, prospectus, registration statement or amendment or supplement thereto, or any application relating to any sale of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issueany Warrant Shares.

Indemnity by the Company. The If the Company shall (i) registers any Restricted Securities held by the Holder under the Securities Act pursuant to Section 4 or Section 5, the Company will indemnify and hold harmless the Purchaser Holder, and each person other person, if any, who controls the Purchaser, within the meaning of Section 15 of the Securities ActHolder, against any losses, claims, damages or liabilities ("Losses")liabilities, joint or several, to which each the Holder, or such indemnified party controlling persons may become subject, subject under the Securities Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Securities were registered under the Registration Statement Securities Act, any preliminary prospectus or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current)final prospectus contained therein, or any document filed under a state securities amendment or blue sky law (collectivelysupplement thereof, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and (ii) reimburse each indemnified party for all legal relating to action or other expenses reasonably incurred by it inaction required of the Company in connection with investigating or defending any such Losses registration, and will reimburse the Holder, its officers, directors and partners, and each person controlling the Holder, for any reasonable legal and any other expenses incurred in connection with investigating, defending or actionssettling any such claim, including any amounts paid in settlement of any litigationloss, commenced damage, liability or threatenedaction, if such settlement is effected with the prior written consent of the Company; provided, however, provided that the Company shall will not be liable for in any Losses arising such case to the extent that any such claim, loss, damage or liability arises out of or is based upon on any untrue statement or omission made in any Registration Document in reliance based upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly an instrument duly executed by the Holder specifically for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuetherein.

Indemnity by the Company. The If the Company shall (i) registers any Restricted Securities pursuant to this Agreement, the Company will indemnify and hold harmless the Purchaser each Holder, its officers, directors and partners and each person other person, if any, who controls the Purchaser, (within the meaning of Section 15 of the Securities Act) each Holder, against any losses, claims, damages or liabilities ("Losses")liabilities, joint or several, to which each Holder, or such indemnified party controlling persons may become subject, subject under the Securities Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement statement) of any material fact contained in any registration statement under which such Restricted Securities were registered under the Registration Statement Securities Act, any preliminary prospectus or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current)final prospectus contained therein, or any document filed under a state securities amendment or blue sky law (collectivelysupplement thereof, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission (or alleged omission omission) to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and (ii) reimburse each indemnified party for all legal relating to action or other expenses reasonably incurred by it inaction required of the Company in connection with investigating or defending any such Losses registration, and will reimburse each Holder, its officers, directors and partners, and each person controlling each Holder, for any reasonable legal and any other expenses incurred in connection with investigating, defending or actionssettling any such claim, including any amounts paid in settlement of any litigationloss, commenced damage, liability or threatenedaction, if such settlement is effected with the prior written consent of the Company; provided, however, provided that the Company shall will not be liable for in any Losses arising such case to the extent that any such claim, loss, damage or liability arises out of or is based upon on any untrue statement or omission made in any Registration Document in reliance based upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly an instrument duly executed by each Holder specifically for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuetherein.

Indemnity by the Company. The Company shall (i) will indemnify and hold harmless harmless, to the Purchaser fullest extent permitted by law, any Management Stockholder and any underwriter for such Management Stockholder, and each person person, if any, who controls the PurchaserManagement Stockholder or such underwriter, within the meaning of Section 15 of the Securities Act, from and against any and all losses, damages, claims, damages liabilities, joint or liabilities several, costs and expenses ("Losses"), including any amounts paid in any settlement effected with the Company’s consent) to which each the Management Stockholder or any such indemnified party underwriter or controlling person may become subject, subject under the Securities Act applicable law or otherwise, insofar as such Losses losses, damages, claims, liabilities (or actions or proceedings in respect thereof) ), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement registration statement or Prospectusincluded in the prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current)supplemented, or any document filed under a state securities or blue sky law (collectively, "Registration Documents"ii) or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectustherein, in the light of the circumstances under in which they were are made), not misleading, and (ii) the Company will reimburse the Management Stockholder, such underwriter and each indemnified party such controlling person of the Management Stockholder or the underwriter, promptly upon demand, for all any reasonable legal or any other expenses reasonably incurred by it them in connection with investigating investigating, preparing to defend or defending any against or appearing as a third-party witness in connection with such Losses loss, claim, damage, liability, action or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Companyproceeding; provided, however, that the Company shall will not be liable for to any Losses arising such Management Stockholder, underwriter or controlling person in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission so made in any Registration Document in reliance upon and in conformity with written information furnished in writing by such Management Stockholder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to the Company by or on behalf relieve any underwriter of any Purchaser expressly for use in the preparation of the Registration Documentits due diligence obligations; and provided, further, that the Company indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be liable to a particular indemnified party under the unreasonably withheld. Such indemnity agreement shall remain in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale full force and effect regardless of any shares investigation made by or on behalf of Registrable Stock by the selling Management Stockholder, the underwriter or any controlling person of the selling Management Stockholder or the underwriter, and regardless of any sale in connection with such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required offering by the Securities Act, selling Management Stockholder. Such indemnity shall survive the transfer of securities by a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issueselling Management Stockholder.

Indemnity by the Company. The Company shall (i) indemnify indemnify, to the fullest extent permitted by Maryland law, as applicable from time to time, Executive, his heirs, successors and hold harmless the Purchaser and each person who controls the Purchaser, within the meaning of Section 15 of the Securities Actassigns, against any judgments, penalties, fines, settlements and reasonable expenses and any other liabilities arising in connection with any action, suit, or proceeding (whether civil, criminal, administrative or investigative) in which such person is or was made a party to, or is threatened to be made a party to, or is or was involved in because of any action alleged to have been taken or omitted in by Executive in his capacity as a director or officer or agent of the Company or any of its affiliates or subsidiaries (for whatever reason, including without limitation, insurance claims, litigation, casualty losses, director's and officer's liability, or securities laws), and the Company shall pay or reimburse all reasonable expenses incurred by such person in connection with any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) in which such person is a party because of any action alleged to have been taken or omitted by Executive in his capacity as a director or officer or agent of the Company or any of its affiliates or subsidiaries (for whatever reason, including without limitation, insurance claims, damages litigation, casualty losses, director's and officer's liability, or liabilities securities laws), in advance of the final disposition of the proceeding, to the fullest extent permitted by, and in accordance with the applicable requirements of, Maryland law, as applicable from time to time, in each case, other than in connection with fraud or a criminal act by Executive. In addition, the Company irrevocably and unconditionally releases and discharges Executive, his heirs, successors and assigns (separately and collectively, "LossesExecutive Released Parties"), to which each such indemnified party may become subjectjointly and individually, under the Securities Act or otherwisefrom any and all claims, insofar as such Losses (or actions in respect thereof) arise out obligations, demands, damages, and causes of or are based upon any untrue statement or alleged untrue statement action of any material fact contained in nature or kind whatsoever, known or unknown, which the Registration Statement Company, its affiliates, related companies or Prospectusentities, successors and assigns have or may have against the Executive Released Parties based upon, relating to, or arising from the any action taken by Executive by and within the scope of his authority as amended a officer, director, employee or supplemented if other agent of the Company has furnished or any supplements of its subsidiaries or amendments thereto (if used affiliates during the period of his employment with the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it than in connection with investigating fraud or defending a criminal act by Executive), it being understood that the foregoing release will not release Executive, his heirs, successors and assigns, from any such Losses current or actions, including any amounts paid in settlement future obligation under the terms of any litigationwritten agreement that survives the execution of this Agreement (including, commenced without limitation, any promissory note from the Executive to the Company or threatenedits affiliates and agreements related thereto) to which such person is bound or has enter other than by and within the scope of Executive's authority as an officer, if such settlement is effected with the prior written consent director, employee or other agent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. The If the Company shall (i) registers any Restricted Securities under the Securities Act pursuant to Section 4, the Company will indemnify and hold harmless the Purchaser Holders of such Restricted Securities thereunder, each underwriter of such Restricted Securities thereunder and each person other person, if any, who controls the Purchaser, any Holder or underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities ("Losses")liabilities, joint or several, to which each such indemnified party Holders, underwriter or controlling persons may become subject, subject under the Securities Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Securities were registered under the Registration Statement Securities Act, any preliminary prospectus or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current)final prospectus contained therein, or any document filed under a state securities amendment or blue sky law (collectivelysupplement thereof, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and (ii) reimburse each indemnified party for all legal relating to action or other expenses reasonably incurred by it inaction required of the Company in connection with investigating or defending any such Losses or actionsregistration, including and will reimburse the Holders, each of their respective officers, directors and partners, and each person controlling any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; providedHolders, howevereach such underwriter and each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, provided that the Company shall will not be liable for in any Losses arising such case to any Holder to the extent that any such claim, loss, damage or liability arises out of or is based upon on any untrue statement or omission made in any Registration Document in reliance based upon and in conformity with written information furnished to the Company or to an underwriter by or on behalf of any Purchaser expressly an instrument duly executed by such Holder specifically for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuetherein.

Indemnity by the Company. The Company shall (i) indemnify and hold harmless the Purchaser Purchasers and each person who controls the PurchaserPurchasers, within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities ("Losses"), to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser Purchasers expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. The Without limitation of any other indemnity provided to any Holder, to the extent permitted by law, the Company shall (i) will indemnify and hold harmless each Holder, the Purchaser Affiliates, officers, directors and partners of each Holder, any underwriter (as defined in the Securities Act), and each person Person, if any, who controls the Purchaser, such Holder or underwriter (within the meaning of Section 15 of the Securities Act or the Exchange Act), against any losses, claims, damages damages, liabilities and expenses (joint or liabilities ("Losses"), several) to which each such indemnified party they may become subject, subject under the Securities Act, the Exchange Act or otherwiseany other federal or state law, as and when incurred, insofar as such Losses losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of any a material fact contained in a registration statement (including any preliminary Prospectus or final Prospectus contained therein or any amendments or supplements thereto or any “issuer free writing prospectus” (as defined in Rule 433 under the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus currentSecurities Act) related thereto), or any document filed under a state securities or blue sky law (collectively, "Registration Documents"ii) or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectustherein, in the light of the circumstances under which they were made), not misleadingmisleading or (iii) any other violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and (ii) the Company will reimburse each indemnified party such Holder, Affiliate, officer, director, partner, underwriter or controlling person for all any reasonable legal or other expenses reasonably incurred by it them in connection with investigating or defending any such Losses loss, claim, damage, liability, expense or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Companyaction; provided, however, that the Company shall not be liable to any Holder in any such case for any Losses arising such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon any untrue statement or omission made in any Registration Document a Violation which occurs (A) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly for use in the preparation of the Shelf Registration Document; and providedStatement or Prospectus by any such Holder or any officer, furtherdirector, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(apartner or controlling person thereof or (B) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party Holder’s failure to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, deliver a copy of the Shelf Registration Statement or Prospectus as then amended or supplemented, if any amendments or supplements thereto after the Company has previously furnished such Holder with a sufficient number of copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected of the misstatement or omission at issuesame.

Indemnity by the Company. The (a) Subject to the limitations set forth in this Agreement, the Company shall (i) agrees to indemnify and hold save harmless the Purchaser Custodian, its Affiliates, its Sub-Custodians and each person who controls their respective directors, officers, employees, partners, agents, advisors, shareholders and nominees (collectively, the Purchaser“Indemnified Parties” and individually, within the meaning of Section 15 of the Securities Act, an “Indemnified Party”) from and against any and all losses, claims, damages actions, suits, proceedings, damages, liabilities or liabilities expenses of whatsoever nature or kind, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, disbursements and taxes of their counsel, in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party ("Losses")each a “Claim” and, collectively, the “Claims”) to which each such indemnified party an Indemnified Party may become subject, under the Securities Act subject or otherwise, otherwise involved in any capacity insofar as such Losses (or actions in respect thereof) the Claims relate to, are caused by, result from, arise out of or are based upon any untrue statement upon, directly or alleged untrue statement of any material fact contained indirectly, this Agreement or the services set forth in this Agreement to be provided by the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), Custodian or any document filed under a state securities Sub-Custodian; provided, however, that such indemnity shallnot apply to any Claim occasioned by or blue sky law resulting from the gross negligence, fraud or wilful default (collectivelyor, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were madeCustodian or Sub-Custodian as Indemnified Party, the Custodian’s or Sub-Custodian’s breach of the Standard of Care), not misleading, and (ii) . The Company agrees to reimburse each indemnified party Indemnified Party forthwith, upon demand, for all any legal or other expenses reasonably incurred by it such Indemnified Party in connection with investigating any Claim or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon enforcing this indemnity as and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issuewhen incurred.

Indemnity by the Company. The Subject to the conditions set ------------------------ forth below, the Company shall (i) agrees to indemnify and hold harmless the Purchaser each Eligible Holder, its officers, directors, partners, employees, agents and counsel, and each person person, if any, who controls the Purchaser, any such person within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, from and against any lossesand all loss, claimsliability, damages charge, claim, damage and expense whatsoever (which shall include, for all purposes of this Article VII, without limitation, attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or liabilities ("Losses"defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which each such indemnified party may become subjectas and when incurred, under the Securities Act arising out of, based upon, or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon connection with any untrue statement statement, or alleged untrue statement of any a material fact contained (a) in the Registration Statement any registration statement, preliminary prospectus or Prospectus, final prospectus (as from time to time amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus currentsupplemented), or any amendment or supplement thereto, relating to the sale of any of the Warrant Shares, or (b) in any application or other document or communication (in this Article VII collectively called an "application") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Warrant Shares under a state the securities or blue sky law (collectively, "Registration Documents") laws thereof or insofar as filed with the Commission or any Losses (securities exchange; or actions in respect thereof) arise out of or are based upon the any omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any unless such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or based upon any untrue statement or omission was made in any Registration Document in reliance upon and in conformity with written information furnished to the Company Company, with respect to such Eligible Holder by or on behalf of any Purchaser such person expressly for use inclusion in any registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the preparation case may be; provided, -------- however, that the foregoing indemnity with respect to any preliminary -------- prospectus would not inure to the benefit of any Eligible Holder if the Eligible Holder failed to send or give a copy of the Registration Document; final prospectus to the person asserting such claim at or prior to the written confirmation of the sale to such person and providedthe final prospectus did not contain any untrue statement or alleged untrue statement or omission or alleged omission giving rise to such claim. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, furtherincluding liabilities arising under this Warrant Agreement. If any action is brought against any Eligible Holder or any of its officers, directors, partners, employees, agents or counsel, or any controlling persons of such person (an "indemnified party") in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the institution of such action (but the failure so to notify shall not relieve the Company from any liability other than pursuant to this Section 7.01) and the Company shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such indemnified party or parties) and payment of expenses. Such indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Company shall not have promptly employed counsel reasonably satisfactory to such indemnified party or parties to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded, based on advice of counsel, that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. Anything in this Article VII to the contrary notwithstanding, the Company shall not be liable to a particular for any settlement of any such claim or action effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of each indemnified party under the indemnity agreement that is not released as described in this Section 5(a) with respect sentence, settle or compromise any action, or permit a default or consent to the Prospectusentry of judgment in or otherwise seek to terminate any pending or threatened action, as amended in respect of which indemnity may be sought hereunder (whether or supplementednot any indemnified party is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from all liability in respect of such action. The Company agrees promptly to notify the extent that Eligible Holders of the Loss arises from commencement of any litigation or proceeding against the Company or any of its officers or directors in connection with the sale of any shares Warrant Shares or any preliminary prospectus, prospectus, registration statement or amendment or supplement thereto, or any application relating to any sale of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issueany Warrant Shares.